-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKX89I0ZD4n2UAge8y4Ka+WmRUPq2tHFZoPt0gDS7j0dZC+DM06tIRfbsThaQBBb 68NQNlF/WhpSddn19+vSBg== 0000912057-00-054978.txt : 20001229 0000912057-00-054978.hdr.sgml : 20001229 ACCESSION NUMBER: 0000912057-00-054978 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTBRIDGE INC CENTRAL INDEX KEY: 0001017172 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 043065140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-50196 FILM NUMBER: 797252 BUSINESS ADDRESS: STREET 1: 67 S BEDFORD ST CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6173594000 MAIL ADDRESS: STREET 1: 67 SOUTH BEDFORD STREET CITY: BURLINGTON STATE: MA ZIP: 01803 S-4/A 1 a2032492zs-4a.txt S-4/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 2000 REGISTRATION NO. 333-50196 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- LIGHTBRIDGE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 4812 04-3065140 (State or Other Jurisdiction of (Primary Standard (I.R.S. Employer Incorporation or Organization) Industrial Classification Identification No.) Number)
-------------------------- 67 SOUTH BEDFORD STREET BURLINGTON, MASSACHUSETTS 01803 (781) 359-4000 (Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) PAMELA D.A. REEVE PRESIDENT AND CHIEF EXECUTIVE OFFICER LIGHTBRIDGE, INC. 67 SOUTH BEDFORD STREET BURLINGTON, MASSACHUSETTS 01803 (781) 359-4000 (Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service) -------------------------- COPIES TO: JOHN D. PATTERSON, JR. ESQ. MICHAEL KAGNOFF, ESQ. ALEXANDER H. PYLE, ESQ. EDDIE RODRIGUEZ, ESQ. FOLEY, HOAG & ELIOT LLP BROBECK, PHLEGER & HARRISON LLP ONE POST OFFICE SQUARE 12390 EL CAMINO REAL BOSTON, MA 02109-2170 SAN DIEGO, CA 92130 (617) 832-1000 (858) 720-2500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon consummation of the merger described in this registration statement. If any of the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / -------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Part I of the Registration Statement has been intentionally omitted because this Amendment does not effect any changes to the Prospectus. The sole purpose of this Amendment is to file Exhibit 23.4. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware Law affords a Delaware corporation the power to indemnify its present and former directors and officers under certain conditions. Article SEVENTH of the Lightbridge Charter provides that Lightbridge shall indemnify each person who at any time is, or shall have been, a director or officer of Lightbridge, and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is, or was, a director or officer of Lightbridge, or served at the request of Lightbridge as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred in connection with any such action, suit or proceeding to the maximum extent permitted by the Delaware Law. Section 102(b)(7) of the Delaware Law gives a Delaware corporation the power to adopt a charter provision eliminating or limiting the personal liability of directors to the corporation or its stockholders for breach of fiduciary duty as directors, provided that such provision may not eliminate or limit the liability of directors for (i) any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) any acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) any payment of a dividend or approval of a stock purchase that is illegal under Section 174 of the Delaware Corporation Law or (iv) any transaction from which the director derived an improper personal benefit. Article NINTH of the Lightbridge Charter provides that to the maximum extent permitted by the General Corporation Law of the State of Delaware, no director of Lightbridge shall be personally liable to Lightbridge or to any of its stockholders for monetary damages arising out of such director's breach of fiduciary duty as a director of Lightbridge. No amendment to or repeal of the provisions of Article NINTH shall apply to or have any effect on the liability or the alleged liability of any director of the Corporation with respect to any act or failure to act of such director occurring prior to such amendment or repeal. A principal effect of such Article NINTH is to limit or eliminate the potential liability of Lightbridge's directors for monetary damages arising from breaches of their duty of care, unless the breach involves one of the four exceptions described in (i) through (iv) above. Article NINTH does not prevent stockholders from obtaining injunctive or other equitable relief against directors, nor does it shield directors from liability under federal or state securities laws. Section 145 of the Delaware Law also affords a Delaware corporation the power to obtain insurance on behalf of its directors and officers against liabilities incurred by them in those capacities. Lightbridge has procured a directors' and officers' liability and company reimbursement liability insurance policy that (a) insures directors and officers of Lightbridge against losses (above a deductible amount) arising from certain claims made against them by reason of certain acts done or attempted by such directors or officers and (b) insures Lightbridge against losses (above a deductible amount) arising from any such claims, but only if Lightbridge is required or permitted to indemnify such directors or officers for such losses under statutory or common law or under provisions of the Lightbridge Charter or the Lightbridge By-Laws. II-1 ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (A) EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1* Amended and Restated Agreement and Plan of Reorganization dated as of October 26, 2000 among Lightbridge, Inc., Lightning Merger Corp. and Corsair Communications, Inc., included as Annex A to the joint proxy statement/prospectus included as part of this Registration Statement 3.1(1) Amended and Restated Certificate of Incorporation of the Company 3.2(1) Amended and Restated By-Laws of the Company 3.3(7) Amendment to Amended and Restated By-laws of the Company, adopted October 29, 1998 4.1(1) Specimen certificate for the Common Stock of the Company 4.2(2) Rights Agreement dated as of November 14, 1997, between Lightbridge, Inc. and American Stock Transfer and Trust Company, as Rights Agent 4.3(2) Form of Certificate of Designation of Series A Participating Cumulative Preferred Stock of Lightbridge, Inc. 4.4(2) Form of Right Certificate 5.1* Legal opinion of Foley, Hoag & Eliot LLP 8.1* Tax opinion of Foley, Hoag & Eliot LLP 10.1(1) 1991 Registration Rights Agreement dated February 11, 1991, as amended, between the Company and the persons named herein 10.2(1) Subordinated Note and Warrant Purchase Agreement dated as of August 29, 1994 between the Company and the Purchasers named therein, including form of Subordinated 14% Promissory Notes and form of Common Stock Purchase Warrants 10.3(1) Form of Common Stock Purchase Warrants issued August 1995 10.4(1) Amended and Restated Credit Agreement dated as of June 18, 1996, between Lightbridge, Inc. and Silicon Valley Bank 10.5(6) Loan Modification Agreements, dated from August 19, 1996 to June 26, 1998, each amending the Amended and Restated Credit Agreement included as Item 10.4 10.6(1) Settlement Agreement dated February 2, 1996 between Lightbridge, Inc., BEB, Inc., BEB Limited Partnership I, BEB Limited Partnership II, BEB Limited Partnership III, BEB Limited Partnership IV, certain related parties and Brian Boyle 10.7(1) 1990 Incentive and Nonqualified Stock Option Plan 10.8(10) 1996 Incentive and Non-Qualified Stock Option Plan 10.9(11) 1996 Employee Stock Purchase Plan 10.10(1) Employment Agreement dated August 16, 1996, between the Company and Pamela D.A. Reeve 10.11(1) Letter Agreement, dated August 26, 1996, between the Company and Brian E. Boyle, including form of Common Stock Purchase Warrant and Registration Rights Agreement 10.12(1) Office Lease dated September 30, 1994, as amended between the Company and Hobbs Brook Office Park 10.13(3) Office Lease dated March 5, 1997, between the Company and Sumitomo Life Realty (N.Y.), Inc.
II-2
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.14(4) First and Second Amendments dated July 22, 1997 and October 6, 1997, respectively, to the Office Lease included as Item 10.15 10.15(5) Office Building Lease, dated March 12, 1998, between 8900 Grantline Road Investors and the Company 10.16(8) 1998 Non-Statutory Stock Option Plan 10.17(9) Loan Modification Agreement dated June 28, 1999, amending the Amended and Restated Credit Agreement included as Item 10.4 10.18(13) Third and Fourth Amendments dated March 15, 1999 and July 16, 1999, respectively, to the office lease included as Item 10.13 10.19(13) Office Lease dated October 4, 1999, between the Company and New Alliance Properties, Inc. 10.20(13) First Amendment dated September 20, 1999 to the Office Lease included as Item 10.12 10.21(12) Employment Agreement dated as of May 25, 2000 between the Company and Harlan Plumley 10.22(12) Loan Agreement dated August 11, 2000 between the Company and Silicon Valley Bank 10.23(14) Office lease dated August 15, 2000 between the Company and Arthur Pappathanasi, Trustee 330 Scangas Nominee Trust 23.1* Consent of Deloitte & Touche LLP as to financial statements of Lightbridge, Inc. 23.2* Consent of KPMG LLP 23.3* Consent of Deloitte & Touche LLP as to financial statements of Subscriber Computing, Inc. 23.4** Consent of Donaldson, Lufkin, & Jenrette Securities Corporation 23.5* Consent of Broadview International LLC (included in Annex C to the proxy statement/ prospectus included in this registration statement) 23.6* Consent of Foley, Hoag & Eliot LLP (included in Exhibits 5.1 and 8.1) 24.1* Power of Attorney (contained on the signature page of this Registration Statement) 99.1* Form of Lightbridge Proxy Card 99.2* Form of Corsair Proxy Card
- ------------------------ * Previously filed ** Filed herewith (1) Incorporated by reference to the Company's Registration Statement on Form S-1, as amended (File No. 333-6589) (2) Incorporated by reference to the Company's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on November 21, 1997 (3) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (4) Incorporated by reference to the Company's Annual Report Form 10-K for the fiscal year ended December 31, 1997 (5) Incorporated by reference to the Company's Annual Report on Form 10-Q for the quarter ended March 31, 1998 II-3 (6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (8) Incorporated by reference to the Company's Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on November 25, 1998 (9) Incorporated by reference to the Company's Quarterly report on Form 10-Q for the quarter ended June 30, 1999 (10) Incorporated by reference to the Company's Registration Statement on Form S-8 (Registration number 333-43588), as filed with the Securities and Exchange Commission on August 11, 2000 (11) Incorporated by reference to the Company's Registration Statement on Form S-8 (Registration number 333-43586), as filed with the Securities and Exchange Commission on August 11, 2000 (12) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (13) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (14) Incorporated by Reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (B) FINANCIAL STATEMENT SCHEDULES. Financial statement schedules have been omitted because they are inapplicable or the required information is shown in the Consolidated Financial Statements of the Company and the Notes thereto. (C) FAIRNESS OPINION. The opinion of Donaldson, Lufkin & Jenrette Securities Corporation is attached as Annex B to the proxy statement/prospectus included in this registration statement. The opinion of Broadview International LLC is attached as Annex C to the proxy statement/prospectus included in this registration statement. ITEM 22. UNDERTAKINGS (a) Lightbridge hereby undertakes to respond to requests for information that is incorporated by reference into the proxy statement/prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (b) Lightbridge hereby undertakes to supply by means of a post effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. (c) Lightbridge hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or II-4 decrease in the volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in a form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) that, for purpose of determining any liability under the Securities Act, each such post effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) to remove from registration by means of a post-effective amendment any of the securities which remain unsold at the termination of the offering. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Lightbridge pursuant to the foregoing provisions, or otherwise, Lightbridge has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Lightbridge of expenses incurred or paid by a director, officer or controlling person of Lightbridge in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Lightbridge will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Burlington, Massachusetts, on this 28th day of December, 2000. LIGHTBRIDGE, INC. By: /s/ PAMELA D.A. REEVE ---------------------------------------- Pamela D.A. Reeve President and Chief Executive Officer
SIGNATURE TITLE DATE --------- ----- ---- /s/ PAMELA D.A. REEVE President, Chief Executive Officer, and December 28, 2000 ---------------------------- Director (Principal Executive Officer) Pamela D.A. Reeve * Chief Financial Officer and Vice December 28, 2000 ---------------------------- President, Finance and Administration Harlan Plumley (Principal Financial and Accounting Officer) * Director December 28, 2000 ---------------------------- Torrence C. Harder * Director December 28, 2000 ---------------------------- D. Quinn Mills * Director December 28, 2000 ---------------------------- Debora J. Wilson * Director December 28, 2000 ---------------------------- Andrew Mills * By Pamela D.A. Reeve attorney-in-fact
II-6
EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1* Amended and Restated Agreement and Plan of Reorganization dated as of October 26, 2000 among Lightbridge, Inc., Lightning Merger Corp. and Corsair Communications, Inc., included as Annex A to the joint proxy statement/prospectus included as part of this Registration Statement 3.1(1) Amended and Restated Certificate of Incorporation of the Company 3.2(1) Amended and Restated By-Laws of the Company 3.3(7) Amendment to Amended and Restated By-laws of the Company, adopted October 29, 1998 4.1(1) Specimen certificate for the Common Stock of the Company 4.2(2) Rights Agreement dated as of November 14, 1997, between Lightbridge, Inc. and American Stock Transfer and Trust Company, as Rights Agent 4.3(2) Form of Certificate of Designation of Series A Participating Cumulative Preferred Stock of Lightbridge, Inc. 4.4(2) Form of Right Certificate 5.1* Legal opinion of Foley, Hoag & Eliot LLP 8.1* Tax Opinion of Foley, Hoag & Eliot LLP 10.1(1) 1991 Registration Rights Agreement dated February 11, 1991, as amended, between the Company and the persons named herein 10.2(1) Subordinated Note and Warrant Purchase Agreement dated as of August 29, 1994 between the Company and the Purchasers named therein, including form of Subordinated 14% Promissory Notes and form of Common Stock Purchase Warrants 10.3(1) Form of Common Stock Purchase Warrants issued August 1995 10.4(1) Amended and Restated Credit Agreement dated as of June 18, 1996, between Lightbridge, Inc. and Silicon Valley Bank 10.5(6) Loan Modification Agreements, dated from August 19, 1996 to June 26, 1998, each amending the Amended and Restated Credit Agreement included as Item 10.4 10.6(1) Settlement Agreement dated February 2, 1996 between Lightbridge, Inc., BEB, Inc., BEB Limited Partnership I, BEB Limited Partnership II, BEB Limited Partnership III, BEB Limited Partnership IV, certain related parties and Brian Boyle 10.7(1) 1990 Incentive and Nonqualified Stock Option Plan 10.8(10) 1996 Incentive and Non-Qualified Stock Option Plan 10.9(11) 1996 Employee Stock Purchase Plan 10.10(1) Employment Agreement dated August 16, 1996, between the Company and Pamela D.A. Reeve 10.11(1) Letter Agreement, dated August 26, 1996, between the Company and Brian E. Boyle, including form of Common Stock Purchase Warrant and Registration Rights Agreement 10.12(1) Office Lease dated September 30, 1994, as amended between the Company and Hobbs Brook Office Park 10.13(3) Office Lease dated March 5, 1997, between the Company and Sumitomo Life Realty (N.Y.), Inc. 10.14(4) First and Second Amendments dated July 22, 1997 and October 6, 1997, respectively, to the Office Lease included as Item 10.15
II-7
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.15(5) Office Building Lease, dated March 12, 1998, between 8900 Grantline Road Investors and the Company 10.16(8) 1998 Non-Statutory Stock Option Plan 10.17(9) Loan Modification Agreement dated June 28, 1999, amending the Amended and Restated Credit Agreement included as Item 10.4 10.18(13) Third and Fourth Amendments dated March 15, 1999 and July 16, 1999, respectively, to the office lease included as Item 10.13 10.19(13) Office Lease dated October 4, 1999, between the Company and New Alliance Properties, Inc. 10.20(13) First Amendment dated September 20, 1999 to the Office Lease included as Item 10.12 10.21(12) Employment Agreement dated as of May 25, 2000 between the Company and Harlan Plumley 10.22(12) Loan Agreement dated August 11, 2000 between the Company and Silicon Valley Bank 10.23(14) Office lease dated August 15, 2000 between the Company and Arthur Pappathanasi, Trustee 330 Scangas Nominee Trust 23.1* Consent of Deloitte & Touche LLP as to financial statements of Lightbridge, Inc. 23.2* Consent of KPMG LLP 23.3* Consent of Deloitte & Touche LLP as to financial statements of Subscriber Computing, Inc. 23.4** Consent of Donaldson, Lufkin, & Jenrette Securities Corporation 23.5* Consent of Broadview International LLC (included in Annex C to the proxy statement/ prospectus included in this registration statement) 23.6* Consent of Foley, Hoag & Eliot LLP (included in Exhibits 5.1 and 8.1) 24.1* Power of Attorney (contained on the signature page of this Registration Statement) 99.1* Form of Lightbridge Proxy Card 99.2* Form of Corsair Proxy Card
- ------------------------ * Previously filed ** Filed herewith (1) Incorporated by reference to the Company's Registration Statement on Form S-1, as amended (File No. 333-6589) (2) Incorporated by reference to the Company's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on November 21, 1997 (3) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (4) Incorporated by reference to the Company's Annual Report Form 10-K for the fiscal year ended December 31, 1997 (5) Incorporated by reference to the Company's Annual Report on Form 10-Q for the quarter ended March 31, 1998 (6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 II-8 (7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (8) Incorporated by reference to the Company's Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on November 25, 1998 (9) Incorporated by reference to the Company's Quarterly report on Form 10-Q for the quarter ended June 30, 1999 (10) Incorporated by reference to the Company's Registration Statement on Form S-8 (Registration number 333-43588), as filed with the Securities and Exchange Commission on August 11, 2000 (11) Incorporated by reference to the Company's Registration Statement on Form S-8 (Registration number 333-43586), as filed with the Securities and Exchange Commission on August 11, 2000 (12) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (13) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (14) Incorporated by Reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 II-9 EX-23.4 2 a2032492zex-23_4.txt EXHIBIT 23.4 EXHIBIT 23.4 CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION We hereby consent to (i) the inclusion of our opinion letter, dated October 26, 2000, to the Board of Directors of Lightbridge, Inc. (the "Company") as Annex B to the Proxy Statement/Prospectus of the Company relating to merger of Lightning Merge Corporation, a wholly owned subsidiary of the Company with and into Corsair Communications, Inc. and (ii) all references to DLJ in the sections captioned "SUMMARY," "THE MERGER - Background of the Merger," and "- Opinion of Financial Advisor to Lightbridge" of the Proxy Statement/Prospectus of the Company which forms a part of this Registration Statement on Form S-4. In giving such consent, we do not admit that we come within the category of persons whose consent is required under, and we do not admit that we are "experts" for purposes of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION By: /s/ Adam P. Parten ------------------------------- Mr. Adam P. Parten Managing Director New York, New York December 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----